Exclusivity Agreement for Switzerland

Exclusivity Agreement Template for Switzerland

This document establishes an exclusive business relationship between parties under Swiss law, governed by the Swiss Code of Obligations and relevant competition regulations. It defines the scope of exclusivity, territorial limitations, duration, and mutual obligations of the parties. The agreement includes provisions for compliance with Swiss competition law, particularly the Federal Act on Cartels and Other Restraints of Competition, ensuring the exclusivity arrangements are legally enforceable while maintaining fair competition standards. The document addresses key aspects such as financial terms, performance requirements, termination conditions, and dispute resolution mechanisms within the Swiss legal framework.

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What is a Exclusivity Agreement?

The Exclusivity Agreement is a crucial commercial document used when parties wish to establish a protected business relationship under Swiss law. It is commonly employed when one party requires exclusive rights to distribute products, provide services, or operate within specific territories. The agreement must carefully balance commercial interests with Swiss competition law requirements, particularly the Federal Act on Cartels and Other Restraints of Competition (CartA). This document type is essential for businesses seeking to secure exclusive commercial arrangements while ensuring compliance with Swiss regulatory requirements. It typically includes detailed provisions on the scope of exclusivity, territorial restrictions, duration, performance obligations, and termination rights. The agreement's structure reflects Swiss legal principles and commercial practices, making it suitable for both domestic and international business relationships where Swiss law governs.

What sections should be included in a Exclusivity Agreement?

1. Parties: Identifies and defines the contracting parties with their full legal names, addresses, and registration details

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Exclusivity: Details the specific exclusive rights being granted and their scope

5. Territory: Defines the geographical area where the exclusivity applies

6. Duration: Specifies the term of the agreement, including start date and duration

7. Obligations of the Parties: Lists the specific obligations of each party under the exclusivity arrangement

8. Restrictions: Details prohibited activities and limitations on both parties

9. Compensation: Outlines any fees, royalties, or other financial arrangements

10. Termination: Sets out the circumstances under which the agreement can be terminated

11. Consequences of Termination: Describes what happens after termination

12. Confidentiality: Provisions regarding the protection of confidential information

13. Governing Law and Jurisdiction: Specifies Swiss law as governing law and defines jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Exclusivity Agreement?

1. Minimum Purchase Requirements: Used when the exclusivity arrangement includes minimum purchase or performance obligations

2. Non-Competition: Additional restrictions on competitive activities, if required

3. Marketing and Promotion: Include when parties need to specify marketing obligations and restrictions

4. Quality Control: Relevant when the agreement involves products or services that need to meet specific standards

5. Audit Rights: Include when one party needs the right to audit the other's compliance

6. Insurance: Required when specific insurance coverage needs to be maintained

7. Force Majeure: Include when parties want to address circumstances beyond their control

8. Assignment and Subcontracting: Include when transfer of rights or obligations needs to be restricted

What schedules should be included in a Exclusivity Agreement?

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the exclusivity

2. Schedule 2 - Territory Map: Detailed definition of the territorial scope with maps or specific boundary descriptions

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, or other financial terms

4. Schedule 4 - Performance Metrics: Specific KPIs or performance requirements if applicable

5. Schedule 5 - Approved Sub-contractors: List of pre-approved sub-contractors if relevant

6. Appendix A - Contact Details: Key contact persons and their details for both parties

7. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant Industries

Manufacturing

Retail

Technology

Pharmaceuticals

Consumer Goods

Automotive

Industrial Equipment

Software & IT

Healthcare

Electronics

Fashion & Luxury

Food & Beverage

Telecommunications

Professional Services

Relevant Teams

Legal

Commercial

Business Development

Sales

Procurement

Executive Leadership

Operations

Supply Chain

Compliance

Distribution

Contract Management

Relevant Roles

Legal Counsel

Commercial Director

Business Development Manager

Sales Director

Procurement Manager

Chief Executive Officer

Chief Commercial Officer

Contract Manager

Operations Director

Distribution Manager

Supply Chain Manager

General Counsel

Compliance Officer

Managing Director

Regional Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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